Superior Spider-Man: Issue 9 Rewrite
by C-Spider2
Summary: Issue #9 has hit the world, and Spidey fans everywhere are devastated. But this humble fanfic author is going to try and see if he can redo it, even if it kills him.
1. Chapter 1

**Disclaimer: I don't own Superior Spider-Man. That's Marvel's and Dan Slott's job, which he's receiving a lot of flak for.**

**Author's Note: Hey guys. I know I'm working on a Spider-Man story of my own, but I sort of just read about Superior Spider-Man issue #9 online. Reading the synopsis and what went down…sort of hurt my soul. So I figured I'd do my own version.**

**Please note that I have not actually read the issue, merely about it. So I'll be doing things my way.**

* * *

Horizon Labs.

Otto Octavius sat at his work station, tinkering with his brain device. Every few seconds, he paused, as if listening for a sound that didn't exist, or looking for a person who wasn't there, before resuming his work. Occasionally, his hands faltered slightly, and he cursed himself for his mistake, trying to refocus. However, his mind - brilliant as it was - was occupied by another matter.

_Parker hasn't said anything for quite a while_, Otto thought, listening again for the original Spider-Man's voice. _Perhaps he realizes the futility of attempting to talk me out of my course of action_. He smirked, the expression looking out of place on Peter Parker's face. _He knows that his fate will be sealed soon. I will make sure of that._

Otto wasn't sure what to think of Parker. He had to admit, he was thoroughly impressed by Parker's tenacity to never submit, even at the brink of defeat. Yes, Parker had died in Otto's body, but before his untimely fate, he had displayed the greatest reserve of willpower that Otto had ever seen in his life. Even now, death has not stopped Parker from trying to reclaim his life, as the Parker conscious has so helpfully proved.

But on the other hand, he also thought that Parker was a juvenile delinquent with naïve ideas about being a hero. He was too soft; he wasn't strong enough to make the tough decisions to save the world, as the situation with Silver Sable and Rhino had proved. If the Silver Sable hadn't convinced him to leave her, Parker would have left the entire world to die. That was unbecoming of a true hero. A true hero. Was Parker a true-

Otto shook himself out of his thoughts. _This isn't the time nor the place to be reflecting on the past of your enemy, _he berated himself. _You must put your energy into this operation. You cannot afford to fail in this._

And he continued to work, the Living Brain behind him setting up the lab for the operation.

* * *

Peter Parker took a deep breath in as he opened his eyes. He was just wearing regular clothes. Some jeans, a brown jacked, and a white t-shirt. No Spider-Man costume in sight. He flexed his fingers and looked at himself. It felt so nice to be in his own body again.

Then he remembered that he was only like this in his mind.

He gazed around his surroundings. Colorless buildings rose and formed the ever familiar city of New York, encompassing him like a mother embracing a child. He recognized the Daily Bugle building, within which he had made many of his life friends. He saw the Empire State Building, where he had taken Mary Jane in so many love-filled excursions.

He saw his city, and saw all the memories that came with it, the good and the bad.

Naturally, the first thing he thought when he saw all this was that he didn't really have much of an imaginative mind. Having New York City as the environment of his mind, while sentimental, wasn't as cool as, say, something out of Inception. At the very least, he could've been given a jetpack.

He sighed and kneeled on the ground, looking up into the black sky of his mind. He knew what was coming. He knew what he needed to do. He just didn't know if he was prepared for it.

Doctor Octopus was in control of his body and currently working to erase him from existence. He could feel his body moving according to Otto's wishes, see what Otto saw, feel what Otto felt. But that was all he could do. He couldn't control his body, he couldn't stop Otto from doing anything. He could sometimes control his hand, but that was it. He couldn't do anything else.

But Otto could do something. And right now he was going to try and erase Peter from his mind.

As Peter thought of this, an overwhelming feeling of hopelessness overcame him, and he fell to the ground, his hands clenched in helpless anger. Tears fell from his closed eyes as he laid his head against the ground. How could he fight Otto? He had everything that Peter didn't; he had resources, he had intelligence, he had time. The only thing that had been working for Peter was that Otto hadn't known he was around. And that was gone too, since Otto now knew of his existence.

"I'm so sorry," Peter whispered into the ground. "I just can't. I can't do this."

"What? You're just going to give up so soon?" A familiar voice rang through the empty streets.

Peter opened his eyes and looked up, shocked. "Uncle Ben?" He said, his voice sounding amazed and choked with emotion.

Benjamin Parker smiled down at his nephew, his wide smile crinkling the corners of his eyes like they always had. "C'mon, son," He held his hand out, kindness etched through his entire soul. "You can do this. You just need the proper motivation to accomplish this."

Peter stared up at his uncle, tears in his eyes, before shaking his head and lowering his gaze. "I-I can't, Uncle Ben. I can't. I just - I've tried so hard to take back my life from him, but nothing I've done has worked! And now he's going to erase me from existence. I just - there's nothing I can do." Shame stained his voice as he spoke.

Uncle Ben knelt down in front of Peter and placed his hand on his shoulder. "Son," he said, quietly but firmly. "Throughout your entire life, you have doubted your ability to overcome your foes and obstacles, but you have always managed to defeat them. You have gone through many hard times in your life, harder than any average person would be able to handle. But you are not average. You are an extraordinary person, and you have accomplished great things, greater than I have ever imagined for you to accomplish. This situation here? This is just another hard time for you. But you will overcome this, because you are amazing, and there is nothing you can't do when you set your mind to it."

As Uncle Ben spoke, the hopelessness and shame began to fade from Peter's face, and slowly, determination and confidence emerged in their place. He thought about all of his loved ones, his closest friends, and the ones that he had failed before. His determination grew.

"Now," Uncle Ben stood up and held his hand out to his nephew. "Are you ready to take back your life?"

Peter took his uncle's hand without hesitation and stood up. "Yes," He said confidently, his eyes glimmering with newfound hope. "Thank you, Uncle Ben."

"Anytime, son." Uncle Ben smiled, and suddenly hugged Peter. "I love you, Peter." He said softly.

"I love you too, Uncle Ben." Peter smiled.

A sudden Bang! echoed through the ghost city. Nephew and uncle separated, the former suddenly looking alert, the latter concerned.

"Uncle Ben-" Peter looked over his shoulder at his father figure, trying to speak, but Ben merely smiled.

"I understand." Ben stepped back, a sudden wind blowing wind around him. "Good luck, Peter."

And with that, Peter was alone again. But now he was ready. He would not fail. He would beat Doc Ock and take back his life.

He stood staring into the distance, ready for the hardest fight of his life.

* * *

**I'll try to upload the next chapter soon for you guys, but I'll be busy for a couple days. So expect it to come slightly later in date.**


	2. Chapter 2

**Disclaimer: I don't own Superior Spider-Man. That's Marvel's and Dan Slott's job, which he's receiving a lot of flak for.**

**Author's Note: All right. Time for the first part of the fight scene. Here you guys go.**

* * *

Otto strapped the brain-mapping helmet to his head, his demeanor grim as he prepared for the coming mental battle. I will prove myself to be truly superior to Spider-Man. He stood from his chair and approached the Living Brain, who had cleared out much of the equipment from the room and left a single table lying in the center of the room.

"Living Brain," Otto commanded, laying down on the table. "Restrain me. I do not want to risk the chance of Parker taking control of my body as I try to deal with him."

The Living Brain complied, its insides whirring as it quickly bolted down restraints on his arms and legs. Once it had finished its duty, it stood, waiting for more orders.

"Now," Otto closed his eyes and laid his head back. "Begin the operation."

* * *

Peter stood awaiting his foe in the desolate city of New York, breathing deeply. He closed his eyes and thought of all his loved ones; all the people who had ever supported him throughout his life. He thought of Mary Jane, of Aunt May, of Uncle Ben, of Joe Roberston. He even thought of J. Jonah Jameson, of all people.

_I won't let you down_, He silently promised.

Another _Bang!_ echoed through the streets, and Peter stiffened. He waited, ready for Octavius to try anything.

He was ready for anything except Doc Ock appearing in the sky as a giant head, which he did. Peter's jaw dropped as he stared at Ock's face, now fifty times larger than life.

"**Hello, Parker." **Otto's voice boomed throughout the empty city as he smiled down upon Peter. **"I trust that you have had enough time to come to terms with your inevitable defeat."**

Peter stared in shock, unable to respond. He'd dealt with a lot of crazy things before, but he'd never had to deal with a giant version of Doc Ock's head before. _At least he's got a head to match his ego_, he thought to himself.

Otto laughed maniacally at the look on Peter's face. **"What's the matter, Parker? For the first time in your life, are you incapable of retorting with a clever quip? How appropriate that I, Otto Octavius, can render the Amazing Spider-Man speechless!" **He laughed and smirked arrogantly down at Peter.

Peter blinked and forced himself to grin. "Actually, Doc," he said, swiping the air in front of his nose. "I was kind of stunned by how bad your giant breath smells! Seriously, you should invest in some giant mints. Or giant toothpaste. And while we're at it, try looking into dental floss. It really helps the teeth. Although, they might not make it in your size."

Doc Ock growled in annoyance. The noise resonated with the entire city. Peter's teeth chattered with the force of it. **"Of course, as soon as I mention it…" **Otto grumbled. **"No matter! Once I am finished with you, I will never have to deal with any of your impertinence again! Prepare to be finished, Parker!" **At this proclamation, a sudden wind swept through town and blew clouds of dust everywhere.

"I don't think so, chubby!" Peter yelled back, shielding his eyes from the dust clouds. "I'm fighting for my friends and family! There's no way I can lose!"

"**Let me hazard a guess: you believed the same thing when you were trapped in my body, fighting me to regain control?"** Otto taunted. Peter glared angrily at Otto. **"I thought so," Otto smirked. "Now, witness my power! MIND-WIPE!"**

Suddenly, the Daily Bugle sign began to collapse off the building, and Peter felt like part of his mind was being squished like a rubber duck. He saw the memories that he had made in that building: J.J.J. yelling at him one minute and handing him his check for his pictures the next; Robbie making sure he was doing okay; Betty Brant working as an intern; Ned Leeds competing with him for-

…competing with him for what? Peter frowned and dug through his mind. He couldn't remember. That was weird. It was like the memory was just-

Oh God. Peter paled. He's erasing my memories.

An aura of energy surrounded Peter. Raising his hands, he closed his eyes and concentrated on the falling debris. The chunks of concrete slowed to a stop and hovered in mid-air for a moment, and then shot back up into place onto the building, now spelling YAIDL ELGUB. But the damage was already done to Peter's mind, who could barely remember any of his time at the newspaper office. He fell to his knees, cradling his head.

"**Ah, and now we see the grammar skills of our Amazing Spider-Man," **Otto deadpanned, observing the events below. **"It almost makes me feel ashamed that I have been defeated by you so many times."**

Peter glared up at Otto. "Oh really? You didn't feel ashamed when you found out that you, a super intelligent guy, got beaten by a high-school teenager for how many years? I think I'd be more ashamed about that if I were you."

New York City suddenly faded away, and it was replaced by a small room where wires and machines were connected to the feeble old body of a man, who was shaking with rage. Peter blinked in surprise at the sudden change in scenery. This was where Otto had been incarcerated after he tried to kill almost the entire Earth's population. Peter hadn't expected the sudden shift in the world, and apparently neither had Otto, who was now normal sized and back in his old green jumpsuit and weird goggles, like Peter remembered him.

Meanwhile, the dying Otto on the stretcher hissed angrily, saliva spraying from his mouth. "Peter…Parker? Peter Parker is…Spider-Man?…But…that's impossible…I am the brilliant…Otto…Octavius…all of these years…how could I…have lost…to a…juvenile delinquent?!…I have…the greatest mind…in the world!…How could…a teenager…defeat me?"

**"No!"** Doc Ock yelled, his voice still booming. In the enclosed space, the sound made Peter's ears pop. His four mechanical arms shot out and grabbed Peter, hurling him through the air. **"You do not get the privilege of peering into my mind! I hold that right alone!"**

Peter crashed through the wall of the small room, grunting as he slammed into darkness, which quickly reformed into New York City. Even as Doc Ock reappeared in giant head form, Peter's mind raced with what had just happened.

_I just viewed Doc Ock's memory, without trying to_. Peter regained his footing, brushing off his pants as possibilities ran through his mind. If he's viewing my memories and deleting them as he goes…I could maybe distract him, and then get him to erase his own memories! Then I could get my body and my life back!

But even as Peter thought of this, doubt crossed his mind. _Would that even be right?_ Peter questioned. _Erasing his memories? Getting rid of all of his experiences in life? He'll die never knowing who he was. What would happen to him if he went to the afterlife?_

Then Peter shook his head. _He's trying to do the same thing to me_, he reasoned. _If I don't fight back, I'll die. It's as simple as that. I have no choice._

Peter looked up at the giant head, his course of action now charted.

Now the only thing he had to do was make it work.


	3. Chapter 3

**Disclaimer: I don't own Superior Spider-Man. That's Marvel's and Dan Slott's job, which he's receiving a lot of flak for.**

**Author's Note: Wow…you have no idea how awed I am by you guys. So far there have been over 500 views and it's still climbing. Thanks to everyone so much for reading my story, and to all of you who have reviewed, followed, and favorited my story. You guys are so awesome. (Sorry for the long update, by the way.)**

**Okay. Time for the next chapter. Second part of the fight scene, coming up!**

* * *

Peter stared up at Doc Ock's giant head, trying to figure out how to set his plan into motion. All he had to do was get Ock to erase his own memories so then Peter could regain control of his body. The only problem was trying to get Otto to erase his own memories without him realizing it.

But even as he thought about this, doubt still crossed his mind. If he did this, he'd be erasing all of a man's life experiences. He'd be destroying someone's entire essence, even if that person was Doc Ock. And, as much Peter didn't want to acknowledge this, the thought still crossed his mind:

If he got erased Ock's memories from his mind, he'd essentially be killing Otto. And that was a line that he knew he couldn't cross.

But there was no other way for Peter to regain his body. He wouldn't be able to wrestle control of his body from Otto, and even if he somehow managed to accomplish that, Otto would somehow manage to find a way to regain control. It was a no-win situation; if he did nothing, Otto would win. But if Peter erased Ock, he'd be killing him permanently.

_Is this really the right thing to do? _Peter thought to himself.

"**Are you finished thinking about your plan?" **Otto smirked as Peter paled. "**Perhaps you have not realized this, but with my brain-mapping, I am privy to all of your thoughts. No matter what you try to come up with to defeat me, I will be aware of it and will set up a counter plan. There is no way for you to win."**

Peter looked down at the ground, his hands shaking slightly. His plan couldn't work as an option anymore, now that Otto could counter it at any moment. There was no possible way that he could come out on top. This time, he would lose.

Then he thought of Uncle Ben, and his words of encouragement. Determination swelled within him like a flood. Peter had made a promise to him to get through this. He wouldn't let him down.

"Hey, Doc!" Peter yelled. "Are you done being a smug idiot, or are you going to get this show on the road? Oh, wait, that's right. You can't stop being a smug idiot."

Otto roared in outrage. **"Very well, Parker!"** He snarled, baring his teeth in anger. **"Prepare to have your life wiped away! COMMENCING MIND-WIPE!"**

Peter closed his eyes, and breathed in slowly, tasting the stale air around him. He stood still, tensing slightly as he cautiously opened his mind, feeling for anything. For a moment, nothing happened. Then, like the sudden abruptness of a car stopping, he felt a slithery trail of thought brush against his mind.

He lashed out at it, holding it tight in his consciousness. The thought thrashed and struggled violently as it tried to escape his grasp. But Peter wouldn't let go, his determination outweighing the thought's desperation. As the thought's struggles became even more violent, a swirl of memories began spiraling from it into Peter's mind, and he saw memories flash before him: a drunken man slapping a child in the face; a woman hugging a grown man in a suit; a large explosion, and searing pain lacing down his spine. Peter pulled himself out of the memories, sweat pouring down his brow. He nearly let lost grip of the thought, but managed to hold it in before it could escape.

And suddenly, he felt the crushing pressure on his mind. But the pressure was less than before, like it was only hitting the side of his mind. He also didn't see any memories flash through his mind like before. As he waited, he felt the trail of thought slowly shrink and shrink, until it finally vanished.

Peter gasped as he reopened his eyes, panting for breath as he stumbled backwards from the effort of holding onto the thought. He looked up at Otto, whose head faded in and out of existence as the villain groaned in pain.

_I think my plan sort of just worked. _Peter grinned in celebration, but it quickly faded from his face as he refocused on Ock, now more enraged than before, one thought going through his mind.

_Now I just gotta make sure it keeps working._

* * *

Otto groaned in pain on the operation table. His mind had felt like it had been crushed by a large meteor, or perhaps the Hulk. He shook his head, trying to gather his thoughts, but he was somehow too disoriented to think clearly. He took a deep breath in and refocused on the situation. _What had just happened?_ He quickly recalled the last few seconds before the pain. He had just begun another mind-wipe on Parker, and then memories had gone through his head, one of his father-

He frowned. He knew he had flashed back to a memory of his father, but he couldn't remember what had happened. He recalled someone hugging him, and then…pain. That was all.

Then the pieces suddenly fell into place, and Otto's eyes widened. Parker had just wiped some of his own memories.

A small feeling of panic arose in Otto's chest. How could Parker be fighting back?! He was Otto Octavius, the greatest mind in the world! How could a delinquent as naïve as Parker be putting up a fight against him?!

Then Otto flashed back to all the countless times that Spider-Man had defeated him: when he had taken over the atomic plant in New York, Spider-Man had confronted him and won; when he had formed the Sinister Six, Spider-Man had defeated all of them; when he had stolen the ISO-36 serum under the guise of the Master Planner, Spider-Man had come and destroyed his entire operation; when he had taken control of New York, Spider-Man had defeated him with his own control helmet.

Almost every time that Otto had achieved part of his plans, Spider-Man had come and foiled them completely. Therefore, he shouldn't be surprised that Parker would be putting up such a fight. But this was a fight that Parker couldn't win. Otto knew that for a certainty. He was fighting back, true, but that didn't change the facts. But Otto knew he couldn't wipe out Parker's mind like this. It was too strong for that.

He'd just have to handle this operation directly.

"Living Brain, send me in." Otto closed his eyes, and slipped into a meditative state as the Living Brain sent him into Peter's consciousness.

* * *

Otto's head suddenly faded out of view in the sky. Peter blinked and glanced around him, wondering where he disappeared to. There was a tense silence as he stood there, waiting for anything to happen.

Then, dust clouds swirled up in large spiral, and strong winds began blasting Peter backwards. He covered his face with his arms, sliding back a couple feet before managing to regain his footing. He gritted his teeth and braced himself against the wind, waiting for it to be over.

When it finally ended, Peter looked up cautiously, and saw Doc Ock standing there in his old green jumpsuit, his tentacles coiling around him menacingly. Peter grinned. "Doc!" He said happily. "Dressing up for old times' sake, huh? Hey, how about you let me beat you up? That way, it'd really feel like old times."

"I have had enough of your prattling, web-slinger." Otto replied coldly, staring at Peter dispassionately. His voice was now normal volume, which Peter thanked the god of hearing for. "For far too long, you have thwarted my plans and insulted my dignity. Now it is time for you to die."

Without warning, the tentacles lashed out at Peter, moving at extraordinary speeds. Fortunately, Peter still possessed his Spider-Sense even in his own mind, and quickly launched himself up into the air, landing on the side of a building twelve stories up. "Uh, Doc?" Peter called down as Doc Ock began to climb up the building, his tentacles clenching the side of the building with crushing grips. "You should probably get your vision checked. When you started talking, I got bored and went to Subway. I had a really good sandwich. And chips too. Then when I got back, you were still talking like I had never left."

Otto didn't respond, instead opting to simply attack with his tentacles as quickly and brutally as possible. Peter leapt from window to window, dodging each attack with such grace and dexterity that if one saw him, they would wonder if he was even trying. This idea was further advanced as Peter continued to talk, taunting a reddening Otto as he dodged his attacks, all the while wearing a confident grin on his face.

"Keep it up, Otto! Only a hundred more times, and you'll set a new record for 'Worst Aim in the World!' You call that a punch? Even Screwball's punches are manlier than that. Ock, I'm literally right here, and you're still missing me! Otto, just to let you know, I'm still on the same building. You can stop hitting the other ones now. Honestly-" He paused as he back flipped through the air, dodging two of Otto's tentacles at the same time, before continuing, "-the way you're going right now, you couldn't hit the broadside of a S.H.I.E.L.D. helicarrier. You couldn't even hit the broadside Earth with this aim. Heck, you couldn't even hit Tony Stark's ego with this aim, and that's a really hard thing to miss. Trust me, I know."

"SHUT! UP!" Otto finally roared, his face filled with rage. The metal tentacles whipped around violently, smashing metal and glass. Peter was forced to move as fast as he could, barely dodging the wild frenzy as it smashed the wall around him. "YOU SIMPLETON! HOW DARE YOU INSULT THE MAN WITH THE GREATER MIND! HOW DARE YOU-"

"Doc, stop going on with the villainous monologues. I've heard them all." Peter suddenly leapt through the writhing tentacles, and, with a brutal _Crack!_, kicked Otto in the ribs. The older man cried out in pain and fell off the building, crashing into the pavement below. "Seriously, I've heard them all." Peter continued, leaping down to the ground as well, and approaching Otto. "With you as a villain, it's impossible to have not heard every monologue in existence."

Otto glared up in rage, holding his ribs with trembling hands. Peter noticed that they were covered in blood, and shuddered involuntarily as he saw the bits of bone sticking out. _I didn't mean to do that_, Peter thought in horror. Then he shook his head. Otto was trying to end his existence and ruin his life. Some (mentally) broken ribs were well deserved for him.

Then he thought of his moral code, and guilt washed over him. Evil as he was, Otto was still a person, and that didn't justify condemning him to death. Peter didn't have the right to decide who lived and who died.

Peter knelt down before Otto, not caring that he could potentially kill Peter with a quick jab from his tentacles. "Otto," he said quietly, hoping that the man could sense Peter's sincerity. "I'm going to give you one last chance. Just give this up. You now know all the wrong things you've done in life. You can just end this now by letting me live my life again. Maybe you'll get another chance at redemption in a different life. But this…this isn't right. You're trying to redo your life by stealing mine. But there's a better way. You just have to let go."

Otto bowed his head, staring at the ground. Peter waited, ready for Otto to attack him at any moment. But when Otto looked up at Peter, tears were spilling from his eyes. "I'm sorry," he sobbed quietly, grabbing Peter's shoulder. "I'm so sorry. I shouldn't have…Please forgive me…"

"It's okay, Otto." Peter said, holding out his hand to Otto. "It's okay. You're okay now. You've just got to-"

Peter's Spider-Sense went off.

Before Peter could react, one of Otto's tentacles grabbed Peter's head, and slammed it hard into the concrete. It did this a dozen times before finally releasing Peter, who lay on the ground, barely conscious and his head covered in blood.

Otto stood, his tears now gone and replaced by maniacal laughter. "You naïve fool!" He sneered down at Peter, who could barely muster the strength to look up at his enemy. "Did you honestly believe you would convince me so easily that I did the wrong thing? True, I have done evil things in the past, but that's all it is: in the past. This is my second chance, and you are not going to take that from me."

He cracked his knuckles and stared out at the colorless city of New York. "Now, the time has come to erase your memories. Where should I start?" He smirked down at Peter. "Perhaps I should pay your beloved uncle a visit?"

Peter's eyes widened. "No…" He whispered, his hand twitching slightly.

Otto laughed maliciously. "Don't worry, Parker. I'll make sure that it's quick. You won't remember a thing." And with that he stomped down the street, his laughter echoing throughout the empty city.

Peter lay there, staying conscious only through sheer willpower. He turned his head to Otto's retreating back, rage coursing through his body. Now, only one thought ran through his head:

_I'm going to kill you, Otto._


	4. Chapter 4

**Disclaimer: I don't own Superior Spider-Man. That's Marvel's and Dan Slott's job, which he's receiving a lot of flak for.**

**Author's Note: Oh my God…you guys are incredible. I just checked how many views this story has gotten, and it's OVER 1000! But seriously, thanks to everyone who's read, reviewed, favorited, and followed this story. You guys are truly awesome.**

**Also, sorry for the long update. I've been reading interviews about issue 9 with Dan Slott, and he has a way of making things make too much sense about what happened in issue 9, which kind of made me doubt if I should continue this. But I decided to trust my gut, and trust my readers, so I'm seeing this through to the end.**

**All right, enough rambling. On to the next chapter!**

* * *

Otto surveyed the city as he held himself high on top of the Empire State Building, his tentacles clutching tightly to the sides of the building. His brow furrowed as he looked down at his colorless surroundings. _This is _my _city_. He smiled arrogantly. _This is _my _domain. When I finish my business here, I will make sure that this becomes the first crime-free city in the entire world. I will do more for this city than Peter Parker could ever do for it in his entire life. New York will grow to remember the name of the Superior Spider-Man for all of eternity._

Otto frowned as he returned to his surroundings. _The only thing that is stopping me_, he thought in annoyance, _is the fact that I can't find one damn man in this godforsaken place!_

He had searched almost everywhere for the man named Ben Parker, and yet had found no sign of the man. He could not believe his ill fortune. _I am in the mind of a simpleton!_ He raged silently. _How can I not locate the most important person in that simpleton's life?! This is absurd!_

Taking in a deep breath, he forced himself to calm down. _You must act rationally_, he told himself. _You are the world's most intelligent scientist. Now is the time to act it._

Pulling himself slightly out of Peter's consciousness, Otto surveyed the city from a bird's-eye view. He frowned down upon it, thinking deeply. _If this man is as inspirational as Peter views him to be, then he must be highly ingrained into his psyche and serve as a direct source of mental energy for Parker_. He observed. _Which means that, hypothetically, I should be able to scan his consciousness and be able to locate Ben's memory based on the largest amount of energy in Peter's mind._

Pulling himself completely out of Parker's mind, he reconfigured the device to locate sources of mental energy throughout the mental cityscape, and then activated the brain mapping sequence. He went back into Peter's consciousness, waiting for the mapping sequence to finish.

Eventually, the sequence finished, and Otto began to search for the highest source of mental energy in the city. He saw a small amount of energy at the Empire State Building, and a slightly larger one at Stark Tower. The only really noticeable one was a large source of energy at the Brooklyn Bridge, but Otto highly doubted Ben Parker would be there.

_Look deeper, _he told himself. He brought himself deeper into Peter's consciousness.

And he found it. A giant flare of mental energy was suddenly visible, so bright that it almost encompassed the entire city. Otto actually pulled himself out of Peter's consciousness for a few seconds to recover from the flare. Then he went back in, noting where the location was, and using Parker's memories to determine what was there. When he realized where, he scoffed in annoyance, mostly at himself.

_Of course he would be there. The most obvious place, and yet I don't check it_. Then Otto shook his head. _No matter. For now, I know where he is. And with his destruction, I shall finally be rid of Peter Parker once and for all!_

Materializing back on the Empire State Building, Otto smirked and began his way down the building, heading to a certain house in Queens.

* * *

Peter gasped as pain seared through his skull. Groaning, he slammed his hand down onto the ground, and pulled himself across the cold pavement of the sidewalk. Blood trickled down the sides of his face, and his head throbbed with every move that he made.

_Ignore it, _he told himself, determination etched in every line in his face. _You have to stop Otto from taking control. You can't let him win. You can't let him ruin your life_.

_You can't let him take Uncle Ben from you._

Another burst of agony shot through his skull, and Peter cried out in pain. His head fell to the ground, and his limbs sprawled out across the ground, barely able to move.

He lifted his head, grimacing with the effort the small movement took. _Come on, Peter,_ he thought. He started to crawl again, moving slower than before. _You managed to find a way to beat the Juggernaut._ He slammed his arm down and dragged himself across the ground. _You've re-fought every battle that you've ever experienced in the whole biz with Dormammu_. He slammed his hand down again and pulled, establishing a sort of rhythm. _You stopped the Queen from taking over New York_. Slam hand, pull. _You stopped Doc Ock from massacring all of humanity._ Slam hand, pull. _You can't lose, not now, not because you got hit in the head with a robot tentacle!_

Another spike of pain, and Peter stopped moving, gasping for air. _Okay,_ he amended. _You can't lose just because you got hit _really hard _in the head._

He lay there, not moving for several minutes, struggling to stay conscious. His vision flickered, his eyes drooping slightly. _I've been fighting for so long_, he thought, tears falling down his face. _So long, and so hard. Can't I have one break? I deserve one at this point._

Then he thought of his responsibility to the people of New York, and to his friends and family. He thought about Otto brutally beating his enemies to pulps. He thought about Otto alienating everyone he cared about.

He thought about Otto, who tried to cause a genocide of the entire human race, ranting about how he deserved to have a second chance, and how he was the worthier candidate for being Spider-Man.

Rage coursed through him.

Peter braced his hands against the sidewalk, pushing himself off the ground with trembling arms. He placed his feet on the ground, and stood slowly, swaying slightly as he tried to steady himself. Then he began staggering forward, leaning against the wall for support.

_I'll show him_. He thought, his hands clenching into fists. His head began to clear of the pain.

_He thinks he's the better Spider-Man? He's wrong_. Peter's steps began growing steadier with every step he took, and he straightened, no longer staggering.

_Being Spider-Man isn't about doing the practical things or about patrolling whenever it's suitable. It's about doing the right thing, no matter what_. _It's about helping people, not alienating them. _Peter started to run, letting his instincts and Spider-Sense guide him to Otto.

_It's about being the guy that can be trusted by everyone! _Peter sprinted through the streets, his expression a mask of determination. _It's about being the guy that people can look up to! It's about being one of the most morally centered heroes in the world! But most of all…_

He leapt into the air, landing on a rooftop and jumping towards his destination, covering distance much more quickly. He thought of Uncle Ben, and he sped up, going even faster than before.

…_it's about the fact that WITH GREAT POWER COMES GREAT RESPONSIBILITY! And that's why Otto will never be the better Spider-Man! Because no matter what he does, or what he says, he'll never understand what that means! He'll never understand what it means to be a hero! And that's why I will always be the greater Spider-Man!_

_And I'm going to prove it! Right here, right now!_

* * *

Otto stood before the small little house, raising a small eyebrow at it. It was a two-story house, being about only eighty square feet large, with a cozy porch and a comfortable couch. Like the rest of its surroundings, it was colorless, but a soft glow seemed to emanate from the walls. A feeling of peace seemed to surround the area, a tranquil silence enveloping the city.

Otto shattered the silence by tearing the front half of the house apart, leaving a giant, gaping hole into the house.

Two people sat frozen at a kitchen table, staring at Otto in horror and shock. The person sitting on the right stood up, an elderly man gazing at him with grim determination. The man cracked his knuckles, preparing himself as Otto advanced on them. The other person, an old woman looking concerned and afraid, stood as well and grabbed the older man by the shoulder. "Ben, no-"

"I'll be fine, May." Ben Parker murmured quietly to his wife, keeping his eyes on Otto. "You need to get out of here."

"You'll die," May whispered, tears forming in her eyes. "I don't want that to happen to me again."

"I won't die." Ben said confidently, smiling warmly at her. "Peter won't let me down. Now, please go."

After a moment, she gave a slow nod and smiled back, caressing his cheek before turning and moving into the house, vanishing the instant she left the room.

Otto snorted. "Please," He smirked down at the old man, his robotic tentacles holding him above Ben. "That lovely woman deserves far greater than what you could ever offer her. I could-"

"You're right." Ben replied, not even missing a beat. "And I consider myself exceptionally lucky that out of every good man that she's ever met, she decided to be with me. A feeling that you have never known, I presume."

Otto growled in annoyance. He, the brilliant Otto Octavius, was clearly the greater man out of the two, and yet the old man stared up at him as if he were just a fly to be swatted out of the air. "You know, I wasn't planning on saying this, but I am going to enjoy this far more than I should." He sneered, two of his tentacles coiling around him, tensing to strike.

Suddenly, two hands from behind him grabbed the tentacles and clenched tightly. "No, you're not." An angry voice declared from behind.

And then Otto was flying through the air, having barely a second to even blink before slamming into a house across the street. Quickly recovering, he slammed the wreckage of the house aside, and stared in disbelief across the street, where Peter Parker stood beside his uncle, looking at him grimly.

"NO!" Otto screamed. His tentacles thrashed around wildly, destroying what was left of the house. "WHY?!" He pointed at Peter, his expression one of a man who had nothing left but anger and arrogance. "WHY DO YOU KEEP FIGHTING?! WHY DO YOU FIGHT A HOPELESS BATTLE?! WHY DO YOU ALWAYS TRY TO STOP THE INEVITABLE?!"

"Because it's what I do, Doc." Peter stepped away from the house and stopped at the sidewalk, planting his feet firmly on the ground. "It's who I am. It's what I've done ever since the day I learned that with great power comes great responsibility." An aura of light seemed to emanate from Peter as he spoke, and with each word he spoke he glowed even brighter, until Doc Ock and Ben had to shield their eyes. "It's because I…am THE AMAZING SPIDER-MAN!"

And with that declaration, Peter Parker's skin burst with a holy light, illuminating the entire city and rendering it in stunning, rich colors again. The blackness of the sky was torn apart, and sunlight began to shine down on the city, the bright blue sky a welcome sight. Doc Ock turned away from the blinding light, desperately trying to keep what was left of his vision. When the light finally faded away, he looked back. His eyes widened.

Standing where Peter stood, wearing his red and blue costume with pride, was the Amazing Spider-Man. "And that is why I will always be a better hero than you will ever be, Otto." He declared, staring at Ock with determination.

Otto stumbled backwards, his face going pale. _No_. He thought, panic running through his mind. _Not again. Not another humiliating defeat_. He had worked so hard for this second chance, and now Spider-Man was going to take it from him. _Why me?! Why can't anything good happen to me?! _His foot slipped on a loose wooden board, and he fell, landing heavily on his back.

"So, Ock," Spider-Man said, striding casually to Otto. Otto gave a cry of fear and began scrambling backwards, trying to hide from the web-slinger that was walking towards him. "How're we going to do this? Are we going to have an old-fashioned brawl?" Spider-Man continued, stepping on the wreckage of the house. "Or are you just going to let me deliver a knock-out punch? Actually, I could pull a Deadpool and do a Shoryuken. What do you think of that?"

Otto responded by piling the ruins around him, trying madly to hide himself from Spider-Man. With a sigh, Spider-Man fired a web-line at Otto's chest and heaved him into the air, catching him by his jumpsuit. "You know, Otto, I kinda thought that you'd be prepared to fight me like this. But apparently not, I guess. So, any last words before I kick you out of my head? But if you say anything about being a better Spider-Man than me, I swear to God, I'll-"

Otto's brain suddenly focused on that statement. _Being a better Spider-Man than Parker_.

_That's it._

_I'm not Doctor Octopus._

_I am Spider-Man._

Without warning, Otto kicked Spider-Man in the chest, his muscles suddenly possessing supernatural strength. Spidey flew through the air, crashing into Aunt May's house. Spidey staggered to his feet, slightly dazed. "Okay, did someone get the license plate for that truck?" Spidey mumbled to himself, before shaking his head and looking at the other side of the street.

Otto stood confidently amidst the ruins of the broken house, laughing maniacally. "Thank you, Parker." He sneered at Spider-Man. "You reminded me of the one thing that will allow me to beat you." With these words, the tentacles on Otto's back abruptly fell to the floor, slowly melting into the ground without a trace.

"Oh, really? And what did I remind you of?" Spider-Man looked over at Uncle Ben, who looked slightly disturbed. _What did I say?_

"That I am not Doctor Octopus. Not anymore." Otto declared with extreme arrogance. "I cast that identity aside when I cast aside that feeble old body. No longer am I the weakling that Otto Octavius was! I am greater than that now!" The sky grew darker as he spoke, and dark storm clouds moved above them. Lightning flashed, striking a nearby house. Ben looked around, a feeling of unease growing inside him. _The storm has arrived, _he thought_. But it won't stop Peter. He'll come through_.

Meanwhile, Spider-Man squinted at Otto's face. _Something's wrong with his face_, he thought. He looked closer, trying to discern what was disturbing him.

Then he realized what he was seeing, and his eyes widened_. My God… _He thought in horror, taking a step back. _His skin is melting!_

Now that he knew what was happening, he saw that it wasn't just Otto's skin that was melting. His entire body was sloughing to the ground in thick, lava-like groups. His face was grotesque, his wide grin being elongated until he looked absolutely deranged. Spider-Man couldn't even tell where his arms and legs were anymore. It was the most horrifying thing that he had ever seen.

"For now, I am and forever shall be known as…THE SUPERIOR SPIDER-MAN!" Otto's voice declared from the melting mass.

All of the melting skin and jumpsuit immediately plunged to the ground, and standing where Otto Octavius stood, crouching low to the ground and baring his mechanical talons, was the Superior Spider-Man, his goggle-like eyepieces staring back at the Amazing Spider-Man. His red color was slightly duller than the red of the Amazing Spider-Man, almost like it didn't have as much of a soul as the other costume. "Congratulations, Parker!" Superior Spider-Man called out to Amazing Spider-Man, who stood in shock. "You are the only person who has ever seen my true self! Be grateful that I have given you this opportunity!"

"Wha-? Y-you've got to be kidding me!" Amazing Spidey spluttered. "You think of yourself as Spider-Man now?! This is-this is ridiculous! All right, that's it. I've had enough. You think you're a better Spidey than I am? Come here, and let me show how a real Spider-Man deals with imposters who're full of themselves." His voice grew angrier and more enraged.

"HA!" Superior Spidey scoffed. "You really believe that you are worth my time? A Superior Spider-Man has no time for matters below himself. But…" A small grin appeared under Superior's mask. "Since I have to eliminate you, I suppose I should invite a few friends! Come to me!" He raised his hand up into the air.

Long shadows crossed Otto's side of the street, and then figures began emerging from them, like they were waiting for his signal. Peter's eyes widened as he recognized the figures coming from the shadows.

They were the deadliest enemies of his rogue gallery.

Electro appeared in a bolt of lightning and smirked at Peter, electricity sparking around him. Sandman formed himself from a pile of sand and increased the size of his fist to humongous proportions. Likewise, Hydro Man emerged from the sewers and formed giant, aquatic fists. The Scorpion slammed his tail into the ground and snarled, hatred gleaming in his eyes. Mysterio appeared in a puff of smoke, laughing like a mad scientist. Chameleon adjusted his tie and glowered at Spider-Man. Rhino stomped his foot into the sidewalk, causing huge cracks to appear in the ground. The Kingpin cracked his massive knuckles and smiled menacingly. Kraven leapt onto one of the surrounding houses, brandishing his spear. The Vulture flapped his wings and perched on the mailbox. The Lizard hissed in hostility and whipped his tail around. The Beetle flew above them, pointing a finger accusingly at Spider-Man. Molten Man held his head up pompously, his arms crossed across his chest. The Ringmaster with his purple top hat and green jacket twirled a cane and gave a low bow. Venom snarled viciously and roared, his tongue sticking out of his mouth. The burglar stared at Peter with unsympathetic eyes, his gun at his side.

And last, but most definitely not least, was the Green Goblin, swooping above the group of villains with maniacal laughter. "HAHAHAHAHAHAHAHAH!" He grinned with the intensity of a madman. "Oh, Parker, this is going to be _fun_! Just think of the ways I can kill you here! Oh, how '_amazing'_ that will feel! For me at least!" He cackled even louder, earning several disturbed stares from Ben, and even from some of the villains.

"You have no hope, Peter." Otto smirked beneath his mask, gesturing to the villains assorted around him. "Just give up."

To all of the villains' astonishment, Amazing Spider-Man suddenly laughed. "Oh, yeah, right. You guys probably would beat me, if it was all of you against just me. But you're forgetting one thing, Ock."

"Oh? And that would be?" Superior Spidey raised an eyebrow.

Peter grinned widely under his mask. "My friends can beat up your friends."

And, as if on cue, heroes suddenly began to materialize beside Peter, while the villains smirks of confidence were slowly replaced by grimaces and seriousness. The Human Torch burst onto the scene with a flare of light and a look of confidence on his face, accompanied by the Thing, who cracked his neck and snorted at the looks on the super villains' faces. Invisible Woman materialized next to the Thing, like she had been there the entire time, and Mr. Fantastic flew in on the Fantasticar, waving cheerily at the super villains. Iceman slid in on an ice slide, emanating extremely cold temperatures. Daredevil crouched low to the ground, his club clenched tightly in his hand. In a flash of lightning, Thor appeared with a roar of thunder and slammed his hammer into the ground, leaving a large crater in his wake. Wolverine unsheathed his claws with a snikt and snarled at the villains. Iron Man flew in from the city and activated his weapons, primed to fire. The Incredible Hulk roared in rage, making everyone in the area cover their ears. Beast crouched next to Wolverine, a friendly smile on his face. Deadpool waved up at the sky and yelled, "Hey! Hope you're enjoying the story, especially since I'm here! And don't screw my lines up, C-Spider2!" Captain America raised his shield above his head, hope and inspiration emanating from it. Kaine stood beside Spider-Man, fists clenched and clad in his new Scarlet Spider costume. And lastly, Ben Reilly swung down and landed on the other side of Spider-Man, appearing as the original Scarlet Spider.

"You don't stand a chance, Otto." Spider-Man announced. "Not when my friends are backing me up."

"I beg to differ, Parker." Superior Spidey countered. "This is the beginning of the end for you! ATTACK!"

And the two super-powered legions charged each other, setting the stage for the beginning of the end.


	5. Chapter 5

**Disclaimer: I don't own Superior Spider-Man. That's Marvel's and Dan Slott's job, which he's receiving a lot of flak for.**

**Author's Note: Geez…over 1600 views now. I am so grateful to everyone for reading my story. Thank you for your continued support. Words really can't express how much I appreciate this.**

**Also, happy belated 4th of July! Sorry this was a little late. I was debating how to handle the fight with the heroes and villains. I was going to make it bigger, but I decided I wanted the focus to be more on Spider-Man than his friends. Hopefully you guys like it.**

**Okay, time for more fighting. The next chapter will probably be the finale, so please bear with me a little longer. I'll work on it as soon as possible.**

**All right. I'm done rambling. Now go forth, and enjoy!**

* * *

Ben Parker stood in the shambles of his broken home, staring at the spectacle before him. A legion of superheroes and super villains were locked in a vicious battle, tearing into each other with ferocity. The villains fought with hatred and desperation in every blow, while the heroes attacked with nothing but determination. As Ben watched the giant battle consume the street in front of him, he could only think of one thing.

_These heroes will win_. Ben smiled. _Peter can do this_.

And he continued to stand there, watching the heroes fight, hope shining like a beacon in his heart.

* * *

The Amazing Spider-Man launched himself at the Superior Spider-Man, tackling him to the ground and slamming his head into the concrete. Superior Spider-Man snarled in anger and kicked him off. Amazing Spider-Man skidded on the ground, landing a couple of yards away. He felt his back burning from where he had slid on the ground. He looked up in time to see Superior Spider-Man leaping at him, mechanical talons bared. Lying on the ground, Amazing Spidey rolled to the side, barely dodging the deadly claws. Flipping to his feet, Amazing Spidey tried to fire webs at Superior Spider-Man, when suddenly a giant fist slammed him into the ground. Peter gasped as he felt ribs crack from the force of the blow. Groaning, he saw Flint Marko looming over him, his fist grown until it was the size of a car.

"Sorry, Spider-Man," Sandman growled. "But this is your end." He raised the giant fist above his head, his face filled with anger.

Peter was about to flip out of the way, but before he could react, a huge jet of flame engulfed Sandman. The heat was absolutely intense, so much so that both Peter and the Superior Spider-Man had to roll away from the attack. Sandman roared and retreated, parts of his sandy body superheated into glass.

The Human Torch appeared and landed next to Amazing Spider-Man. "Don't worry, Peter." Johnny stated, looking at Sandman with a confident smirk on his face. "I'll take care of him. You just beat up that phony of yours."

"Thanks, Johnny." Amazing Spider-Man nodded, turning back to Superior Spider-Man. Looking at the carnage around him, Peter knew he wouldn't be able to beat Otto here. The other villains would all be trying to get to him, and his friends wouldn't be able to block all of their attacks against him. Eventually, one of them would get a lucky shot, and it might just tip the odds in Otto's favor. As much as he didn't want to leave his friends here against his deadliest enemies, Peter knew he had to maneuver Otto to another place so they could fight, one-on-one.

"All right, Mr. Superiority Complex!" Amazing Spider-Man called out to Superior Spider-Man. He had to appeal to Otto's ego, try to make fighting one-on-one seem reasonable to him. "If you're so much better than me, why are you letting these villains do your dirty work for you? Is it because you're too scared to fight me yourself?"

"Don't delude yourself, Parker!" Superior Spider-Man charged him, kneeing Amazing Spidey in the stomach. "If I were to deal with you by myself, you would be dead within the hour."

"Oh, really?" Amazing Spidey questioned, backflipping over the Lizard and Beast snarling at each other as they wrestled. "You know, that doesn't sound very different from what you've been saying for years as Doc Ock." He continued as Otto followed him, dodging his attacks and leading him back to the city. "I'm not sure you can back that up-"

"Of course I can!" Superior Spider-Man declared, glaring at Peter. "How dare you question me! Follow me to the city, and we shall settle this once and for all!" He fired a web line at a lamppost, and immediately began swinging to the skyscrapers of New York. Peter fired a web line, then hesitated, glancing back at his friends. He couldn't just leave them here-

"Spider-Man!" A shout caught hold of Spidey's attention, driving his gaze to Captain America, who was fighting against the Chameleon. "You do what you need to do! We can fight these villains!" He shouted, looking at Spider-Man as he blocked the Chameleon's attacks.

Amazing Spider-Man stared at Captain America for a second, his words reaching through the cloud of doubt. He nodded and then swung after Otto, determined to win this battle.

* * *

Captain America waited a moment for Spider-Man to swing away before turning back to the Chameleon. The Chameleon was surprisingly well-trained in hand-to-hand combat, holding his own against him. Not to mention that he was shifting through several disguises at once, going from Bucky to Nick Fury to the Red Skull, trying to throw Cap off.

But Captain America was ready. He knew that he was fighting Chameleon, and that fact kept him from being distracted by the disguises. Suddenly stepping inside the Chameleon's guard, he quickly threw an uppercut, slamming his shield into Chameleon's chin. Chameleon fell to the ground, his appearance as Penny Carter fading into his regular appearance.

Captain America took only a second to check that he was indeed unconscious before looking out to the chaos of the battle. He took a deep breath in, and yelled out, "All right, everybody! Spider-Man's going to the city to handle that imposter, so we have to make sure that none of these villains get a chance to interfere! Got it?"

"Got it," Wolverine growled, slashing the Scorpion's stomach open. The Scorpion paled as blood began pouring out of the wound, and he fell to the ground, unconscious. "Though I gotta admit," Wolverine snorted as he looked down at the fallen villain. "These bubs are a bunch of pansies."

"Tell me about it, Shorty!" The Thing called out as he smacked the Kingpin's chin with an uppercut. The crime boss flew ten feet into the air and fell to the ground, landing with such force that cracks appeared on the pavement. "For all the trouble that Webs gets into with these guys," The Thing continued, glancing over at the Hulk, who had just smashed the Rhino through twenty feet of earth, and was roaring his victory to the heavens. "These villains sure are pushovers."

Soon, every villain had been defeated, and the heroes stood over the fallen villains, taking stock of what had happened. "I am not one to tempt fate," Thor declared, staring down at Electro. "But, as it is put on Earth, that was much too easy."

"I agree with Thor," Mr. Fantastic landed the Fantasticar and looked around at the battlefield. "Something is definitely wrong here."

"Yeah, and where did the Goblin go?" Invisible Woman looked around, frowning. "And the hunter? And for that matter, where are Spider-Man's clones?"

"Who cares?" Deadpool laughed, t-bagging Mysterio's bullet-riddled body. The other heroes stared at him, clearly disturbed. "We just won! And besides, I'm probably going to get this fanfic a bunch of reviews about me t-bagging ol' Fishbowl here-YOWWWWWWW!"

Mysterio's hand suddenly shot up and punched Deadpool right where it would hurt. Deadpool yelled in pain, falling over and screaming into the sky, "FUCK YOU, C-SPIDER2!" Then he pulled out his gun and began firing rounds into Mysterio, who was now getting to his feet. "FUCK YOU, ASSHOLE!" He yelled, not seeming to realize that Mysterio now stood on his feet and was ignoring the countless bullets flying into his body, while blood poured out of all of his wounds.

The other superheroes quickly formed a circle and watched as all the villains slowly rose to their feet, now staring at the heroes with malevolent eyes. The Scorpion reached into his stomach and pulled out his entrails, smiling insanely at Wolverine. The Rhino climbed out of his hole, snapping his neck back into place as he did so. Venom's symbiote reformed around him as he snarled at the heroes, saliva and blood dripping from his jaws.

"Ooookay," The Human Torch burst into flames as he stared uneasily around them. "So, these guys aren't staying down-"

"No shit, Sherlock." Wolverine growled as he unsheathed his claws again, baring his teeth at the . "The question is why."

"Hmm. Hypothetically speaking," Mr. Fantastic noted, rubbing his chin in concentration. "Since Otto Octavius summoned these villains, they could possibly be connected to his consciousness, and will only cease their attacks if he himself is incapacitated."

"Could someone translate that please?" Iceman called out, raising an eyebrow. "Cause I have no idea what he just said."

"These villains won't stop trying to kill us until Spider-Man beats Doc Ock." Daredevil replied quietly. The fingers clutching his club tightened slightly.

"So, basically, we have to hold out until Spidey wins." Iron Man said, priming his gauntlets and aiming his repulsor rays at the advancing villains.

"Spider-Man will win." Captain America said confidently. "We just have to wait for him to finish the fight." He looked at the enemies surrounding them, and raised his shield into the air. "AVENGERS ASSEMBLE!" He yelled, and the heroes charged into the enemy line.

* * *

Amazing Spider-Man fired another web-line and swung forward, speeding past skyscrapers and rooftops as he pursued the Superior Spider-Man. _You know, for all of his big-headedness,_ _Otto's gotten used to the whole Spider-Man thing,_ he noted as he chased after the fake Spider-Man. _I'm barely managing to catch up to him_. Amazing Spidey landed on the side of a building, watching Otto swing through the streets in front of him. _Okay, he's heading down Central Avenue_, Peter thought. _If he turns left onto Lincoln, I can swing down Broadway and cut him off at-_

Suddenly, his Spider-Sense went off, alerting him of danger. Before he could react in time, an explosion erupted right behind him, sending him flying off the building. Windows burst open and glass dug into Peter's back. He slammed into the ground with his shoulder, screaming in pain as it dislocated with a loud _Crack!_ As he forced himself to his knees, cackling filled the air above him. Beneath his mask, Peter paled. No.

He raised his eyes up to the sky, where the Green Goblin hovered on his glider, grinning widely at him. His eyes were wide with insanity and hatred as he leered at the fallen hero. "Parker, Parker, it's been far too long! Oh, how I've waited for this moment! But don't worry," He continued as his glider lowered until it was a few feet away from him. "I'll make sure that the entire city will echo with your screams of agony, and that your fellow heroes watch as I snap your neck and end your pathetic existence."

"Don't be so sure, Goblin." A voice said from behind the Amazing Spider-Man. Spidey looked over his shoulder to see Kraven, clutching a spear and knife in his hands. "I too have much to give back to the Spider for all these years of evading his end at my hands." He smirked down at Spider-Man, walking down the street towards him. "I alone have the privilege of killing my prey."

The Green Goblin sneered at Kraven. "You? Ending Spider-Man?" He laughed maniacally. "Please. I am Spider-Man's greatest enemy. I have made him go through hell no normal man cannot even dream of inflicting upon him. You're just a fool wearing animal skins. You don't have the right to end his life."

Kraven raised an eyebrow. "This, coming from the man dressed in a Halloween costume?"

As Kraven and the Goblin argued, Amazing Spidey's mind raced, trying to figure out a way to get to Otto while evading both of his enemies. But before he could come up with a plan, webbing suddenly shot from the rooftops, obscuring the Green Goblin's eyes. The Goblin growled, trying to pull the webbing off of his face while his glider immediately rocketed into the air. Meanwhile, two web-lines had snagged Kraven and sent him flying into a lamppost. Kraven dropped both of his weapons and twisted in mid-air, grabbing the post and spun around, letting go and landed gracefully on both of his feet, a snarl contorting his face.

As Peter looked around, wondering what had happened, two figures landed beside him and turned to face his enemies. Ben Reilly stood on his right, clad in his red costume and sleeveless sweatshirt, his hands clenched into fists as he looked up at the Green Goblin, while Kaine crouched to his left, staring at Kraven, murder clearly marked in his masked demeanor.

"What-Ben?! Kaine?!" Peter said, looking at his clones. "What are you-"

"Helping you, Pete." Ben replied, glancing at Peter over his shoulder. "Don't worry. We can handle these guys. You just handle Doc Ock and his craziness."

"Get your life back, Peter." Kaine said quietly, not looking at Peter. "You deserve it."

Peter looked at his brothers, an overwhelming feeling of gratitude rushing over him. He opened his mouth, trying to express how much their selflessness meant to him, but a lump in his throat prevented him from saying anything. He choked up for a few moments, but he managed to get out a small "Thanks," before leaping into the air and firing a web-line. As he swung after Otto, thoughts of his brothers, his aunt, his uncle, and of Mary Jane filled his mind, and his love for them encompassed his heart, filling it with new vigor.

"I won't let my family down." He said to himself, and he launched himself after the Superior Spider-Man, determined to prove just who the better Spider-Man was.


	6. Chapter 6

**Disclaimer: I don't own Superior Spider-Man. That's Marvel's and Dan Slott's job, which he's receiving a lot of flak for.**

**Author's Note: Sorry for the long update. I decided I needed to read the Dying Wish storyline before I started the finale, so I ordered it online and it took a week to get here. Then, my power strip stopped working, so I had to buy a new one before I could continue writing! And THEN, my family went to help my sister move to a new apartment, and we visited her for about a week, so I couldn't work on this in the meantime! So, once again, sorry for taking so long. But anyway…**

**This is it. The finale. The moment that everyone has been waiting (and reading) for. I gave it my all, so I hope you guys like it.**

**But before we get to the chapter, I'd like to express some appreciation to all the people who have read this story, since I haven't really specifically addressed those who have supported this story. Thanks to those who -**

**- Reviewed: Eroc 901 Tha Clean Up Man, Dr Facer, ImSpidey2, Spidey Legend, Pegasus spider, MASTER-OF-SURPRISE, alkner, Exile037, Dragonblaze66, Y. Honey, I ship OttoAna, Guest, dc, Theacplanner, FrivolousThoughts, Antonio XZ, Netherman14, The Astonishing Spider-Fan, Z2010 Deadmeat, Kosmic, k, McCabeRz, The New Creed, the phantom222, and starwarsdude8221991.**

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**- and to those who simply read the story.**

**Thank all of you so much for supporting this story, and giving me the encouragement to continue this rewrite. It truly means a lot to me to have so many people be so encouraging. You guys are the reason this exists.**

**And now, we're going to end this story! Let's do this!**

**P.S. If you read the entirety of the needlessly long author's note, you are awesome. And thanks again!**

* * *

"Iron Man, disable Beetle's weapon systems! Angel, try to hold off the Vulture! Make sure he doesn't exploit anyone's weak points!" Captain America yelled, warding off an attack from Scorpion. The Scorpion struck at Captain America with his mechanical tail, moving at deadly speeds. Captain America managed to block the attack with his shield, but the sheer force of it sent him flying back before landing on the ground ten feet away. Cap immediately rolled, using his momentum to send him back on his feet, where he turned and threw his shield at the Scorpion's head. The shield struck with bone-crunching force, brutally breaking Scorpion's jaw. The villain fell to the ground, blood slowly pouring from his wound. Captain America caught his shield again, sweat pouring heavily down his face. He panted for air as he surveyed the carnage around him, feeling more tired than he ever had in any fight in his life.

So far, the heroes had fought off twenty consecutive waves of enemies, and every time the villains would rise back up, no matter how severe their injuries were. Deadpool had blown up the Chameleon's entire body, and watched as shadows pooled together and reformed him. Thor had gathered Electro in a storm of lightning and sent him into the atmosphere, only to see him crash back down on Earth almost immediately after. The Hulk had even ripped off the Rhino's head at one point, and the villain responded by grabbing his head and reattaching it in a matter of seconds.

The fighting just seemed unending, no matter what they did. Even though the other heroes didn't say a word about it, Cap could see the weariness in his allies' movements. Everyone's attacks had slowed, and the Hulk wasn't even bothering with yelling about being the strongest there was. They were all getting tired of the constant fighting, and soon, there would be a wave of villains that they couldn't overcome.

A yell of pain shook him from his thoughts, diverting his attention to somewhere behind him. The Rhino had gotten the upper hand against the Thing, and had him locked in a chokehold. Cap took a deep breath in, collecting himself, and then pivoted, throwing his shield as hard as he could. His aim was true, striking Rhino in the temple, dazing him enough to allow Ben to break free. Ben raised his fist, and with a resounding _Crack!_ punched Rhino in the face. Rhino flopped down, his eyes rolling back into his head. The Thing gave a quick nod to Steve, and then turned to help Invisible Woman with Molten Man.

Steve caught the shield again, and looked around him. In a moment of anguish, he nearly succumbed to his weariness, but immediately overcame it, standing tall again. _We'll hold out, Spider-Man,_ he silently swore to the webbed Avenger. _Just do what you need to do, and we'll handle the rest_.

And then he resumed battle, the thought of his friend driving him forward.

* * *

Ben Reilly leapt off the side of the building, twisting in mid-air to dodge the pumpkin bomb thrown at him. It crashed against the skyscraper and exploded, the force of the explosion sending Ben flying. Ben spun uncontrollably through the air, desperately firing a web-line that barely snagged the side of a building. Suddenly, razor bats whipped through the air, slicing through the taut web-line. Ben began to fall again, but something slammed into him from behind and sent him crashing onto a rooftop. Pain flared through his body, but he forced himself to ignore it, rising to his knees.

The sound of cackling laughter forced Ben's eyes up, where he saw the Green Goblin leering astride his Goblin Glider. "Now what do we have here?" The Goblin cackled again. "Why, that's Ben Reilly! Oh, after all these years, you're back! That means I get to kill you again!"

"You know, I didn't really appreciate that the first time around," Ben deadpanned, rising to his feet. He cracked his knuckles as he continued, "And besides, can't you do something more original this time? Killing me is just so repetitive."

"Oooh!" The Goblin mocked, circling Ben in the air. "Please, Reilly. I destroyed you the first time we fought. You could only beat me with Parker's help, and even then, you didn't survive the encounter." Blades extended from the Goblin Glider, and the Goblin swiveled in air to face Ben directly, the sharp blades pointing directly at Ben's chest. "What hope do you have against me now, all alone with no help?"

Ben crouched low to the ground, adjusting his web shooters as he did so. "Well," Ben said, looking at the Goblin. "One, when you killed me the first time, you had to disable my Spider-Sense, injure me with a bomb, and drop a building on me. And even then, you killed me by accident. You don't have any of those factors on your side this time. It's a fair fight here. Two, this is Peter's mind. Do you really think that you have a chance here, when Peter would make sure there's no possible way you could win in his head? And three-" Ben grinned under his mask as he continued, "-I have much better hair than you. Seriously, your hair probably breaks hundreds of fashion laws, it's so bad-"

The Goblin snarled and flew at Ben, the blades gleaming with an almost unnatural shine as it sped towards Ben's chest. Ben waited until the last possible second, and then rolled to the side, firing his impact webbing at the engine as he did so. The web-darts hit the engine and exploded, the webbing wrapping around the engine and encasing it in a cocoon. Then he instantly began firing stingers at the engine, not stopping until he heard some of the stingers penetrate the engine.

The Goblin, not realizing what Ben had done, flew up into the air and dove back down for a second attack. The engine spluttered and made a loud coughing noise, smoke coming through the webbing through small wisps. The Green Goblin frowned and looked at the engine, his eyes widening as he realized what had happened. Cursing, he slung his weapons bag over his shoulder, and leapt off the Glider just before it exploded. Shrapnel flew in every direction, forcing Ben to leap and dodge each bit of metal as it flew at insane speeds towards him.

The Goblin landed on the rooftop with a roll, pulling out a pumpkin bomb and throwing it at Ben. Ben quickly snatched it with a web-line and threw it up into the air, where it exploded harmlessly. The Goblin's eyes went wide with rage, and he screamed wordlessly at Ben. Ben crouched low to the ground, and simply gestured with his fingers to bring it on.

As the Goblin charged him and attacked him, Ben's thoughts drifted to Peter. Ben knew that Peter was fighting for his life against Ock, but he couldn't do anything to help him right now. He had to take care of the Green Goblin first, and that was easier said than done. There was a reason why the Green Goblin was always Spider-Man's deadliest enemy.

_Hang in there, Pete._ Ben thought as he traded blows with the Goblin. _You can do this_.

* * *

Kaine flipped through the air, keeping out of range of Kraven's deadly spear. Firing a few web shots at his opponent to disorient him, he landed on his hands and pushed off the rooftop, flipping back towards Kraven and kicking him hard in the chest.

The Hunter fell backwards, turning his fall into a backwards roll, reaching his feet and immediately threw two knives at Kaine. Kaine twisted his body to try and dodge the flying weapons, but one of the knives managed to hit him, burying deep into his shoulder. He staggered backwards, snarling in pain as he clutched at his wound. Glaring at Kraven, he wrenched the knife out of his chest and let it fall to the ground, the blood now flowing freely from his shoulder wound. "Do you seriously think that I'd forget what you did to me?" Kaine growled. "You and your family killed me. Now you're trying to kill me again. Haven't you ever heard you shouldn't repeat past mistakes?"

"The only mistake we made was thinking you were Spider-Man." Kraven smirked as he twirled his knives. "This time, I am prepared for you. Are you ready to meet your end?"

Kaine didn't waste any time talking as he unsheathed his spider-stingers, and leapt at the Hunter. Even as he stabbed at his opponent's chest, Kaine's mind - for some reason - decided to start thinking about Parker. Right now, he was fighting against Doc Ock to take back his life. Trying to regain his life and undo the wrongs a monster committed.

Kaine didn't appreciate the similarities between Parker's situation and his own. But he had to admit, there was an uncanny parallel between them. No matter what he thought of Parker, the way he died in Octavius' body was disgraceful. Out of everyone he knew, Parker deserved the chance to live the most.

_Come on, Parker_. Kaine thought as he slashed at Kraven with his stingers. _Take your life back._

* * *

Otto whipped through the air, pulling hard on the web-lines as he headed towards the most iconic building in New York. Glancing behind him, he saw the Amazing Spider-Man a couple of blocks away, trying to catch up. Smirking, he reached the Empire State Building and landed on the side of the building. He began scaling the building, knowing that Peter would get infuriated at the sight of him using his own powers.

Glancing back to check on Peter's progress, the Superior Spider-Man was surprised to see him landing on a rooftop a couple of buildings away. _Stopping to catch your breath, Parker? _The Superior Spider-Man scoffed. _Pathetic. And he says I'm unworthy of being Spider-Man._

He began crawling again, his thoughts now focused on his plans after expelling Parker from his mind. Peter Parker may have been heroic in his time, but compared to what Otto would do soon do, Parker's actions would soon pale in comparison to what the Superior Spider-Man would achieve. _My eyes are now set on the Shadowland_, He thought. _I will burn it to the ground, and finish the Kingpin off once and for all…_

Reaching the eighty-sixth floor observation deck, he jumped onto it and turned to gloat down at the Amazing Spider-Man. He frowned. The rooftop that the Amazing Spider-Man had been on was now deserted. He activated the magnification mechanism in his lenses, and zoomed in on the building. Sure enough, it was deserted, but the Superior Spider-Man noticed what looked like webbing lying on the rooftop. He zoomed in on the webbing, and realized what shape it formed. _A slingshot?! Did Parker-?!_

By the time he realized what had occurred, the Amazing Spider-Man was already on him.

* * *

Peter flew up at Otto, tackling him just as Otto looked up. His momentum sent both of them flying across the observation deck, rolling as they hit the ground. They crashed into the doors, smashing the glass as they burst into the building. Superior Spider-Man used Peter's momentum against him, kicking him off with a somersault and sending him flying through the air. Peter quickly flipped in mid-air and landed on the wall, pausing for a second to catch his breath. He felt air moving behind him, and barely twisted away in time to dodge Superior Spider-Man, who slashed at his back. The mechanical talons tore through the metal of the wall, leaving long, jagged marks behind. _Probably shouldn't let those claws hit me_, Peter thought as he looked at the marks in the wall.

Letting go of the wall, Peter spun in mid-air, positioning himself directly behind Superior Spider-Man, and kicked Otto's side with all the force he could muster. With a sharp _crack!_, Otto got knocked off the wall and fell to the side, barely managing to land on his hands and flip onto his feet. Peter landed and crouched low to the ground, ready for another attack. He took a quick breath in and out, trying to calm his hammering heart. Otto's mechanical lenses turned upward to glare at the Amazing Spider-Man, while his taloned hand clutched at his side. "You-!" Superior Spider-Man growled, baring his talons at Peter.

"What's the matter, Otto?" The Amazing Spider-Man taunted, edging backwards slightly. Normally, he wouldn't have qualms about fighting Otto here, but for some reason, his Spider-Sense wasn't working against Otto. He'd rather play it safe and fight outside the building than risk it here and get slashed by those talons. "Taking more hits than you're used to? Gee, with all the times I've knocked you out, I'd thought you'd be used to it by now. Apparently not, I guess."

The Superior Spider-Man didn't respond, simply resorting to leaping at the Amazing Spider-Man. Amazing Spidey rolled out of the way, and then was forced back as Otto continued to attack him. They traded blows for a few minutes, each lithely dodging each other's strikes as they moved through the room, occasionally leaping onto the walls or ceiling as they fought. Otto would sporadically shoot webs over Peter's shoulders, for some reason, but Peter couldn't risk glancing over his shoulder to check what Otto was doing.

Finally, Peter spotted an opening in Otto's assault, and took it. Grabbing Otto's wrists, he rammed his knee into the Superior Spider-Man's stomach, and then did a back flip, kicking the imposter hard in the jaw. Superior Spider-Man staggered backwards, momentarily stunned. Seeing his chance to move the fight outside, Amazing Spider-Man turned and leapt towards the windows-

-and yelled in surprise as he was caught in a giant web blocking his way to the windows. Looking around, he saw that webbing had obscured almost all of the windows in the room. He tried to pull away from the webbing, but he was securely snagged in it. He couldn't move.

"Surprised?" He heard Superior Spider-Man say behind him, and suddenly sharp claws dug into his back, shredding their way through his skin. He screamed in pain, arching his back as agony laced down his spine. "I knew you were going to try and move the fight outside, so I laid a trap as we fought." Superior Spider-Man continued. "Your webbing is adhesive enough to hold you in place as I finish you off. So how does it feel, Parker?" He slashed at Peter's back again, earning another scream of pain. "How does it feel to know you are on the losing side this time? How does it feel to know you've been outmatched?!" Another slash. "How does it feel knowing you've finally been beaten by your superior replacement?!" Slash. "How! Does! It! Feel?!" Slash. Slash. Slash. Slash.

Peter gritted his teeth as pain laced through his entire back. "Don't know…" He said quietly. "But…I'd rather not find out!" He roared the last sentence and ripped free from the webbing, backhanding Otto so hard that he fell to the ground, dazed.

Staggering, Amazing Spider-Man spotted the door to the staircase and quickly ran over there, ignoring the screams of protest from his back. Kicking open the door, he fired web-lines at the sides of the staircase and leapt between the stairs, pulling himself up through the staircase, until he reached the hundredth floor. Shoving open the door, he jumped forward and crashed through a window, firing a web-line at the building as soon as he was outside, and then swung upward, landing on top of the observation deck on the one-hundred-and-second floor.

Breathing in and out, he focused on calming himself, trying to force the panic out of his chest. Otto almost had him back there. If he hadn't broken free, he would've died.

_Don't focus on that, _Amazing Spidey told himself. He glanced at his back, and saw that it was covered in blood. Grimacing, he fired webs at the wounds until they were completely covered. _Hopefully, Otto doesn't slash that web off_. He thought. _That's the only thing keeping me from bleeding out._

"So!" Amazing Spidey turned to see Superior Spider-Man swinging into view. "This is the Amazing Spider-Man, running away from his 'imposter.'" Superior Spider-Man landed ten feet away from him. "If you're scared of fighting someone you think is unworthy of the name of Spider-Man, what does that make you? A disgrace? A pathetic example of a hero?"

"Shut up, Otto!" Amazing Spidey snarled as he ran at Otto, launching an uppercut into Superior Spider-Man's jaw. "What do you know about being a hero?" He continued, driving Otto back with vicious attacks. "You've only been a hero for a couple of weeks, and now you're suddenly the expert on being one? I've been doing this for years! I know what it means to be a real hero!"

"Oh, really?" Superior Spider-Man caught Amazing Spidey's fist and slammed his knee into his stomach, sending Amazing Spidey staggering. "Let me guess: being a true hero means that you don't have the stomach to do what's necessary; that you allow your villains the chance to recuperate and threaten this city time and time again; that you stick to a flimsy code of morality that you think everyone should follow." Superior Spider-Man slashed at Amazing Spidey's face, who barely managed to dodge the attack. Amazing Spidey could practically feel the talons swiping right in front of his face. "Super villains are ready to do whatever it takes to achieve their goals. Your code of morality compared to that is laughable. Sorry, Parker, but your idea of a hero is outdated. The only way we can deal with villains is by fighting fire with fire. We break them before they can hurt anyone."

"Do you seriously think that brutalizing my enemies would solve everything?!" Amazing Spidey yelled, falling onto his hands and kicking Otto in the stomach, and then leapt up into the air, smacking Otto's head with the back of his foot as he did so. "Do you think beating the hell out of my enemies is the perfect solution?! It's not! There's a reason why we're called _heroes_, Otto! We're supposed to set an example for people! We're supposed to do the right thing-!"

"And the right thing to do would be make sure the villains that threaten innocents is to make sure they never do that again!" Otto snapped angrily. He fired a web-line at Peter's foot, and brutally whipped him back onto the rooftop. Peter heard a loud _Crack_!, and screamed as he felt his arm break. "To make sure that these people are protected! But you just send your villains off to jail, and think to yourself, 'Well, they're in prison, so I don't need to worry about them anymore.'" Otto continued, grabbing Peter's throat and lifting him so they were face to face. Peter gasped for air as Otto's fingers tightened, his talons digging into his skin. "Don't you realize that they will always break out again? It's an endless cycle, one that you perpetuate with your lack of foresight! You let them off easy, so they have an easier time to recover and plot their comeback! But I'm willing to end it! I'm willing to do what you are too soft to do!"

Peter scowled underneath his mask. "You're crazy…" He choked out. "…if you think…you're the perfect Spider-Man…"

"_Crazy?! CRAZY?!_" Otto leaned into Peter's face, their faces nose-to-nose. "Do you have any idea what I've accomplished as Spider-Man?! Crime is down in this city because of _me_! The mayor and the police support me like never before! _Everyone_ loves me! _Everyone_! What do you have to say to that?"

Peter clutched at Otto's hand, desperately trying to breathe. The sharp talons had pierced his skin, and he felt warm blood trickling down his neck. "Okay…sure, you've done all those things…" His voice was weak and exhausted. His vision was darkening. "But…that doesn't mean…that you understand…what it means…to be…Spider-Man…"

The Superior Spider-Man laughed. "Oh, this is rich! I've done so many good things as Spider-Man, and yet I don't understand what it means to be Spider-Man!" He leaned even closer. "Tell me, Parker." He whispered. "What does it mean to be Spider-Man?"

"I'm glad…you asked…" With sudden strength, Peter head butted Otto, forcing him to let go. Amazing Spidey then quickly followed with a kick to the chest, continuing, "Being Spider-Man means being someone that everyone can respect!" He leapt into the air and kicked Otto straight in the throat. Otto stumbled back, choking for a brief second.

"It means always doing the right thing!" Amazing Spidey ducked under a desperate slash from Superior Spider-Man, then stepped inside his guard, launching a swift elbow into his ribs. With a loud _Crack_!, the already cracked ribs broke. Superior Spider-Man roared in agony, stepping back, but Amazing Spidey kept after him, launching blow after blow. "It means setting examples for other heroes! It means being an inspiration to people! It means being the guy who can always be trusted! But most of all, it's about this-"

Superior Spider-Man stumbled backward, trying to avoid him, but Amazing Spidey went after him, no longer holding back, landing blow after blow.

"WITH-" He punched Otto's broken ribs, drawing a yell of pain from him.

"-GREAT-" His fist collided with Otto's head, breaking a cheekbone in the process.

"-POWER-" He lashed out with his leg, kicking Otto's foot out from underneath him, forcing him to his knees.

"-COMES-" He kneed Otto in the chest. A loud _snap_! indicated he had broken a collarbone. Otto screamed in pain.

"-GREAT-" He grabbed Otto by his costume and lifted him up until they were face to face.

"-RESPONSIBILITY!" He roared, and lashed out with an uppercut, letting go of Otto as he did so. The Superior Spider-Man flew up into the air, and then slammed back down on the rooftop. Amazing Spider-Man looked down at his 'replacement.' "And that is why you'll never truly be Spider-Man." He finished, breathing hard.

Peter blinked and frowned. His vision was fragmenting. One moment, he was staring at Otto lying on the rooftop of the Empire State Building; the next, he was lying strapped to an operation table, a mechanical device strapped to his head. _I'm regaining control of my body_! He realized. His hopes soared. He could finally take his life back! Then he noticed Otto stirring in front of him. _I have to move quickly_, he thought, and plunged himself back into his body, gasping as he jolted on the operation table. _Oh my God_, Peter thought as he stared down at his own body, a smile already plastered on his face. _It feels so good to be back in control of my own body_. Then he refocused. A robot stood by his side, looking at him, as if expecting orders.

"Living Brain-" Peter said. Then he hesitated. He didn't have the right to end Otto's life, even if he was trying to take his own. Every fiber of his being was telling him to not do this. _There has to be another way_, he thought desperately.

Then he thought of Mary Jane, and Aunt May, and everyone that he cared about. _If I let Otto win this, they'll be in constant danger_. he thought. _I'm sorry, Otto. But there is no other way_. Closing his eyes, he said, "Commence a mind-wipe of all of Otto Octavius' memories and consciousness-"

"NO!" A voice suddenly said, and Peter was suddenly dragged back onto the Empire State Building, the Superior Spider-Man's mask inches from his own. "You can't win! You can't!" He pleaded desperately.

"Sorry, Otto," Amazing Spidey said, his voice filled with regret. "But I have to do this. I didn't want to, but you left me no choice-"

"No!" Superior Spider-Man roared, raising his hand and slashing at Amazing Spidey. Not expecting an attack, Amazing Spidey moved too slowly, and felt claws shredding his face open. He fell to the ground, crying out in pain.

"I won't be defeated!" Superior Spider-Man continued angrily. "I've been beaten too many times to lose like this! I won't be defeated! Never!" He tried slashing at Amazing Spidey again, but just as it was about to connect, his hand began to fade from existence. "No!" Otto screamed. "No! I can't-can't lose-not like this-" He screamed in desperation as his entire body began to fade. "Parker! Curse you! You-you-" His voice began losing volume as his chest faded, until all that was left was his head, now floating in air as it stared down at Peter. "Who-who are you?" Otto sounded confused, looking at Amazing Spidey as if he was some kind stranger. "Who-who am I? Please…I'm so confused…I don't-"

And then Otto's head faded away, leaving the Amazing Spider-Man lying on the Empire State Building, alone.

* * *

Captain America, Wolverine, and the Human Torch stood in front of the fallen heroes, barely having enough strength to stand. Surrounding them, Spider-Man's villains leered and snarled at them, all of them looking practically like zombies. The heroes had lasted for fifty waves before the first of them, Angel, was taken down. Soon, Iceman, Beast, and Daredevil fell as well. Then, in a moment of despair for the heroes, the Hulk and Thor were knocked out on the sixtieth wave. The tide had turned. They had survived for fifteen more waves before everyone else was knocked unconscious. The three of them had fought for five more waves, but now they were feeling more exhausted than they had in their entire lives.

"All right…" Wolverine growled in between breaths. "I'm going in. I'll take as many of the idiots down with me as I can. You try and get everyone else out of here."

"We're not…leaving you…" Captain America panted. "We'll stay…and fight with you."

"No offense…Wolverine," Human Torch grinned tiredly, his flames now isolated to his hands. "But…I never really…listen to you…in the first place…so good luck getting me to leave."

Wolverine looked at his companions before snorting. "All right, bubs." He smiled grimly, unsheathing his claws with a _snikt_. "Let's take these suckers down. Hey!" He yelled at the villains. "Idiots! Come here! I've got a death sentence for all of you."

The villains roared and charged the heroes. The final three heroes braced themselves, ready for the inevitable. What they weren't ready for was all of the villains suddenly disappearing, like they had never existed.

"What the-" Wolverine immediately crouched low to the ground, thinking it was a trick. After a few tense moments, however, it proved to be fruitless, so he stood back up, sheathing his claws. "What the devil was that?" He spat.

"Peter." The Human Torch's eyes suddenly widened, and he turned to the other two heroes, grinning widely. "He won! Remember what Reed said? He said those villains would only be defeated when Doc Ock is beaten. That means Peter beat him! He did it!"

Captain America smiled. "I knew he could do it," He looked over at the city, pride resonating in his voice. "He can do anything he sets his mind to."

Wolverine snorted. "Well, he sure picked a convenient time for it. For a second there, I thought he was a goner."

"Aww. So you do care!" Human Torch joked, grinning at his friend.

Wolverine punched Johnny's shoulder, scowling. "Shut up. And don't say a word," He added to Captain America, who smiled.

"Don't worry, I think Spider-Man has other things on his mind." He said, as he looked over to the city, the sun shining brilliantly in the sky.

* * *

Ben dodged another pumpkin bomb, barely escaping the blast zone. Rolling across the ground, he rose to his feet and was immediately met by a fist to the face. With a loud _crack!_, Ben felt his nose break, blood spurting on the inside of his mask. He fell to the ground, dazed.

The Green Goblin smiled insanely over him, holding razor bats in both of his hands. "Well, Reilly, it's been a pleasure, but I'm afraid I have to take care of some important business." He laughed maniacally and then raised his arms. Ben braced himself, ready to counter as soon as the Goblin slashed at him. But then, just as the Goblin swung down, he vanished.

Ben blinked in bewilderment. _What the-?! _For a few seconds, he didn't understand what had happened, but then, the pieces fell into place, and he was suddenly back on his feet, grinning underneath his mask. "He did it!" He yelled into the city. "Peter! You won!" He raised his fist in celebration, and then looked over at the Empire State Building. "Knew you could do it," He said happily. "Good job, bro."

* * *

Kaine kneed Kraven hard in the chest, feeling a small sense of satisfaction as he felt ribs break. Grabbing Kraven's head, he lifted him into the air and slammed him into the rooftop. A sickening crunch filled the air, and Kraven screamed in pain. Kaine stood up and watched in amusement as the Hunter tried to crawl away from him. Grabbing Kraven by the neck, he lifted him up and stared him in the eyes. "Please…" Kraven pleaded, tears of pain falling out of his eyes.

"I told you I was going to make you pay." Kaine said coldly, unsheathing his spider-stinger and pointing it at Kraven's eye. "Don't say I didn't warn you." And then he stabbed, ready to take the Hunter's life.

Just as he was about to penetrate Kraven's eye, the Hunter suddenly disappeared. Kaine instantly dropped into a defensive crouch, unsure of what had just happened. Then, he looked over at the Empire State Building, and he put two and two together.

_He won. He took back his life_. Kaine stood and stared at the Empire State Building, where he knew Peter was. _He couldn't have waited five seconds longer? I _had_ Kraven_. Then he shook his head. He shouldn't focus on that right now. Peter had taken his life back.

"Good job, Parker." He said, turning his back away from the iconic building. "Just make sure that doesn't happen again." He added. "Cause I don't think anyone wants to deal with that again."

* * *

Peter gasped as he opened his eyes, now back in his own body. He breathed for a few moments, feeling nothing for a few seconds. Then, the impact of what had happened hit him, and he smiled, tears of joy streaming down his face. "I'm back…" He whispered to himself, relief coursing throughout his entire body. "I'm back."

And he cried silently, for he knew that, even though there were still some loose ends left to tie, everything was going to be all right.

Peter Parker was back.

* * *

**Annnnnd that's a wrap. I hope you all enjoyed the story. I don't know if I pulled off the conclusion, but hopefully you guys liked it.**

**I'm not planning on doing an epilogue or a continuation of the story from here, but what I do have planned is a possible behind the scenes look at the making of the story, if you guys would like to know how I planned out the story, and how it changed from how I had originally envisioned it. If you're interested in this behind-the-scenes look, just sound off in the review. I'll probably upload it in a couple weeks, considering sports are starting right now.**

**Anyway, if you're interested in more Spidey stories from me, I'm doing my own take on the Spidey origins with the Marvel Legends. Take a look if you want to.**

**Other than that, I don't have anything else to say. Once again, I hope you enjoyed the story, and thank you for reading! And I hope you have a fantastic day!**


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